Ask HN: We are shutting down our startup, I get our code. What now? - <AUTHOR> I'm a technical co-founder and invested a lot of time building our website, app, backend and CMS over two years.
My co-founder recently decided to shut the company down, focusing on what he/she does best rather than being reliant on tech/design loops by making our amazing designer create a Shopify site that he/she can manage him/herself.
Without going into details, it is fair but we will need to have serious talk once everything has settled so I can move forward.
Anyhow, as my payment for these past years, I get to sell whatever we have created, code wise, and get the dough for it.
The problem is that I have no clue how to properly handle a sell like this.
There is a bunch of new startups that has recently popped up, doing what we initially did with a caveat; they lack an app for it, currently hustling to make things work. So there might be a pretty good possibility for us to sell it.
To give you an idea what we are doing; an React Native app that sell and connect a very specific type of workshops with costumers over custom WebRTC Video chat(fork of React Native-based Jitsi Meet). What I can tell, I haven't seen another custom Jitsi-Meet integration yet that gives the ability customize the UI that we have.
We use Firebase as our backend and Stripe as our payment integration. Data entry / workshop scheduling is managed using a custom built CMS. We have custom emails + in-app notifications work through Firebase Cloud Functions.
Should I contact these startups? Anything I should do first, legally wise?
I'm clueless. <comment><USER2> My own experience with these types of things is that the software is not worth much at best and most likely worthless overall.

Software without a market and customers already using it is basically worthless. If you were in a hot market and had clients a competitive startup might offer some decent money but it'd be mostly for the customer list.

One time that software can hold value is when you have a unique patent or have invented something that is truly new and revolutionary. Think scientific software algorithms or long standing problems where your code can be integrated quickly and solve a problem that isn't something people can easily replicate with just some time.

For the most part the sounds of your code is that other people could replicate it fairly readily with just some time. I am not criticizing anything, just saying it doesn't sound like you invented anything truly new. More like you guys put things together in a way to solve a problem which likely had value to people but not enough for the software to hold substantial value without a market and user base.

You can of course try and maybe you'll get lucky. But I'd likely say you'd have better luck carving out a library or a complete product and open source it. Then sell consulting services around it and maybe host it etc.

The costs are sunk, your best bet is trying to use the software as leverage, not trying to sell it outright. At least that's been my experience when I had companies fail before we had real traction. I did have one offer for like $5k on software we spent ~600k developing. I held the code and integrated parts into other projects that went on to make me money.

Good luck, and maybe you can prove my experience isn't true today.

<comment><USER3> The problem is that you cannot get customers without software.

So every software STARTS as software without customers.

I assume that the market exists since this should be the reason for the project.

No code can be replicated easily. This is a myth spread by non programmers.

Software patents are useless since the Alice case. I.e. you cannot really patent software anymore.

Since I am not sure about the current state of the project I cannot give advice, but I would try and start the business actions asap. I.e. just continue with the original plan.

<comment><USER4> Well, that's not strictly true. Doing things that don't scale (a prime target for startups) tends to include things you are just pretending is software, but you actually do by hand.

It's entirely possible to have customers before implementing the software.

<comment><USER3> It might be possible to verify the market, but even then you will not get real feedback unless people actually pay.

I.e. the myth of a landing page as MVP is just that.

<comment><USER4> I'm not talking about a landing page. I'm talking abouy something that looks automated but is really powered by people on the backend and would never scale without actual software powering the product.

It's pretty rare, but it is a thing.

Take for example TillerHQ (never used an, but it seems like a genius product). You could MVP it as a form the collects bank login info and then has a person manually copy the bank statements into a spreadsheet for the customer. Highly dicey due to privacy concerns, but it illustrates my point perfectly.

</comment></comment></comment></comment></comment><comment><USER5> I was a technical cofounder who built a company on Firebase+Stripe like you did. When we were acquired it was for the loyal customer base we built in a niche space, and the relationships we had painstakingly built over several years. The CEO of the acquiring company gave us valuable insight that the value of the code we built was not even a minor factor in the acquisition price/decision. Our first project at the new company was to migrate our customer data and backend to their infrastructure on AWS. Unless you have built something proprietary that solves a technical challenge in a meaningful customer-facing way, which seems unlikely based on your description, I would suggest moving on. Best of luck to you on future endeavors!

<comment><USER6> I had the same thought. OP talks about authored code, but then lists all the pieces that are glued together into a solution.

That takes some customization, but he's not talking about a software product, he's talking about what amounts to a professional services integration of several existing products. Consulting gigs like that can make you money for your time, but the end result is too specific to the situation with too few lines of original code to have much/any value.

If OP hasn't been paid for his work and it's being suggested this software is his pay, then I'm going to agree with other posters and say his co-founder is just dumping him and walking away with anything worthwhile, including the percentage of the corporation OP had which might be worth $$$$ or $0 in the future depending and leaving him with worthless code... and if there's a no- compete written into the sunset agreement for him, he probably can't even use the code, sell it, or consult with it.

</comment></comment><comment><USER7> > My co-founder recently decided to shut the company down, focusing on what > he/she does best rather than being reliant on tech/design loops by making > our amazing designer create a Shopify site that he/she can manage > him/herself.

It sounds like your co-founder is trying to fire you and leave you with the code, which is not needed because it can be done with Shopify now.

> Should I contact these startups? Anything I should do first, legally wise?

Don't sign anything regarding the breakup of your company. Consider your founding documents very carefully. What do you own according to these documents?

The breakup of a company is a negotiation. Maybe not a very pleasant one, but potentially every bit as important as the founding negotiation.

You will probably want to run your question by a lawyer.

<comment><USER8> mmm shopify will be interesting to see how that turns out for the other founder

<comment><USER9> Care to expand?

<comment><USER8> Its not great out of the box - rather a WIX type of solution in my opinion.

A non technical person dumping there technical people and going it alone is as they say "a brave choice"

Does rather depend how dependant on organic they are.

</comment></comment></comment></comment><comment><USER10> Hey! First off, I'm really sorry... no matter how cordially things end, it's always hard to see something you cared about and worked for come to an end.

As far as your options, I agree with everyone here who says you likely won't have much luck selling the code. People rarely buy code; they buy customers or revenue. It doesn't seem like you have either, and I don't have much to add there.

BUT! You do actually have something you can sell... your experience. Your last two years weren't a waste. We've hired founders at my company before, and they're great... they have an amazing mindset, are great at making things happen, and tend to be ambitious. These two years of experience are going to make you very valuable to someone. Like you said, there's a bunch of companies out there doing something similar. They don't need your code, but they'd love your experience. You've spent years understanding the space, thinking about the market, and getting a first-hand technical understanding.

I'd think of it that way... this is an amazing resume for you. You'll be able to turn this into money, just not the way you're currently thinking!

Good luck :)

</comment><comment><USER11> I'm sorry. NO. Just No.

Speaking as someone who not only invests in websites but authored some early studies on the fair value of micro-sites (back in 2012) that deal is utterly bogus.

The value of the business is in the traffic and audience, not the code. To be honest, getting rid of the legacy code and moving the site onto my standard platform is a major goal of the early integration process. I do not pay for code (sorry).

What you have been handed is the back-end of a potential product, the market value of which is unproven (since you haven't been given the customers). While I'm sure the technical quality of the work is excellent, there are multiple strikes against it from a business valuation perspective. Fight for your share of the store profits.

<comment><USER10> It doesn't seem like there are any customers? And it definitely doesn't seem like their cofounder "gets" the customers... if the site is being shut down and the code is being given away, then there aren't really customers anymore. And nothing said above makes me think there are any customers or revenue currently.

<comment><USER11> Indeed. From what I can tell, it sounds like an e-commerce company is bifurcating into:

\- A B2C Shopify store, with the former traffic / audience

\- Some kind of e-commerce platform (not yet a business)

To your point, if they were not already actively trying to market the code as a platform, this is an EXTREMELY hard reset for the second project and your best hope (if you're going to continue this path) is negotiate an acqui-hire.

Speaking as an investor again, the commercial side of the second project sounds like a potential goat rodeo. You're basically dealing with the sales cycle for selling a B2B infrastructure product (specialty e-commerce backbone) to small companies...

Guessing at the market size, you would need an average installed price north of $5 K to make a business viable which means you need a B2B outside sales team. Given that you're selling to startups, suspect getting above $100 K ticket price is a challenge. Strong likelihood of issues with customer acquisition costs > contribution margin.

Again... hand waving BS about the business I haven't seen, but much caution would be advised. The other guy definitely grabbed the crown jewels of the remaining business.

</comment></comment></comment><comment><AUTHOR> Sad Co-founder here, first, thanks so much for all the (still incoming) answers. This is invaluable for me to be able to fully learn and move forward from this experience. To answer some the overall questions I've seen;

* The company will be completely shut down, no more b-corp.

* I own < 50% of the company

* My co-founder will continue based on our last pivot minus my technical knowledge.

* I would love to be able to chill on this for a while, but my co-founder want to move forward and close our old business down by the end of this year so that he/she can close all tax/business stuff.

* My co-founder invested money to pay our designer / product owner, I invested my time.

* We had no real customer traction due to our (now in retrospect, bad) decision to pivot away from the app we worked hard to release, not maintaining it and work on v2 of it instead. It sucks because through my co-founder, we had serious reach through social platforms such as Instagram, but we also knew the initial business model couldn't scale so we had to pivot.

* Deep inside I knew our code would be a hard sell and I see the bigger picture now. Thank you all for zapping me out of it. I do think that cross-platform WebRTC integration has some value, but as some of you point out, my knowledge is probably more valuable than the code it self. I will reach out to all of you who have pinged me. I might be up to join as a contractor for some time, to help out with knowledge transfer / maintain the code.

* Since my co-founder will still work within the same market, I can't open-source the code without causing friction I'd say. So might not do that.

* I consider my co-founder a really close friend so it is of high importance for me to keep our friendship intact. For us to be able to do that, I need to figure out what is fair so all of your comments really helps!

I'll keep on answering questions as they come. Again, thank you all for your answers.

<comment><USER12> > * Since my co-founder will still work within the same market, I can't open- > source the code without causing friction I'd say. So might not do that.

You were not paid to keep this code under wraps. You don't owe anybody any favors. If they didn't want you open sourcing it, they should have valued the code and bought it off of you.

Teach them a lesson. Release the code. Otherwise people will just walk all over you all your life.

<comment><USER13> > Teach them a lesson. Release the code. Otherwise people will just walk all > over you all your life.

That's a very simplistic heuristic for living. Let me ask this: to what end?

In all likelihood, maintaining a good relationship is of greater value than "teaching them a lesson". Most times the only person you can meaningfully teach is yourself.

<comment><USER12> It goes both ways. The other founder dropped him and left him with nothing but a useless codebase, he can't even get any kind of recognition because he's expected to not release the code he wrote. He's been fucked.

</comment></comment></comment></comment><comment><USER14> A lot of people are saying code is not an asset, so story time:

In Ancient Days, Ampex was the king of video tape recording and magnetic storage. They created a system for recording documents onto video tape, and then later a system for recording documents into mass storage. The software engineers on this project created a database system to manage the storage. When the project was inevitably cancelled, they allowed the software engineer to keep the code from project Oracle.

Of course the value depends on the what the code accomplishes, and what new ideas you can leverage it into.

[1] [https://www.cia.gov/library/readingroom/docs/CIA- RDP80-01794...](https://www.cia.gov/library/readingroom/docs/CIA- RDP80-01794R000100230024-0.pdf)

<comment><USER15> Are you hinting that Oracle Corporation came out of some database code that was developed at Ampex? I couldn't find anything about Ampex or the CIA on Oracle's Wikipedia page [1].

EDIT: The Wikipedia page needs to be updated! [2]

[1] [https://en.wikipedia.org/wiki/Oracle_Corporation#History](https://en.wikipedia.org/wiki/Oracle_Corporation#History)

[2] [https://ce399fascism.wordpress.com/2010/08/02/oracle-corp- na...](https://ce399fascism.wordpress.com/2010/08/02/oracle-corp-named-after- cia-database/)

</comment></comment><comment><USER16> Of course you are clueless. Only a complete idiot would accept code, of no obvious value, that he had himself written as payment for two years of work. Not only that, but you are now going to waste further time and, possibly money, while your co-founder recruits another idiot to work for free. No, doubt, you will reject this interpretation of events, but that is what has happened. You might get a job (hopefully paid) where you use your skills, but selling your code for money does not seem very likely. Perhaps I have got this wrong, but that is how this situation appears to me.

<comment><AUTHOR> Thanks for being blunt, sometimes you need to hear it like it is.

As you say, I will reject this interpretation a tad, but that is because I have knowledge I cannot share here. But some kind of idiot, that I have been. Just need to analyze it pinpoint what kind.

Also, would you mind to share a story when you have been a clueless complete idiot and what you learnt from it? I think that would counter the tone of your comment and help others that being blunt can be helpful.

<comment><USER16> That's not much of a rejection, why not reject it more than a tad?

Instead you have accepted that you were some kind of idiot and are inviting me to demonstrate my own superior levels of idiocy, which is completely idiotic, isn't it?

What kind of person does that - seeking out complete idiots online?

<comment><USER6> Welcome to the internet, sir!

More seriously... I see what you did here, and I applaud his polite response.

Discuss.

</comment></comment></comment></comment><comment><USER17> +1 that the code is, unfortunately, most likely worthless.

My company has one chief competitor.

If that competitor went out of business and offered me their source code, I'm unlikely to pay for it. Code tends to be highly coupled to the specific assumptions, structures, workflows, architecture, and environment it was designed for, unless the team has gone out of their way to make it reusable. Most often, it would be easier to rebuild the same functionality from scratch than integrate someone else's code into your product.

What _is_ valuable are the more generalizable and often intangible assets my competitor has accrued:

1\. Its relationships with potential clients. 2\. The lessons they've learned in building the business so we might avoid them. 3\. Their employees.

Do you have any of the above to offer to companies tackling similar problems?

That said, isolated parts of a codebase can be useful, if it's easy to reuse and solves an extremely challenging problem and has required a large amount of investment to develop and mature. If such a part of your codebase exists, you could try finding a buyer for that.

</comment><comment><USER18> Code is not an asset. Code is a liability. Nobody wants to purchase a liability.

Code is inflexible. Code has bugs and vulnerabilities and patent infringements and licensing issues. Code needs lots of maintenance.

The value is in the people who know the code. That's you. If you sell the code, you have to go along with it.

<comment><USER3> Right. But you need the code to be in business. Anything a business operates to make a profit is a liability.

What existing code gives you is time and risk reductions.

<comment><USER19> Maybe, maybe not. A codebase that hasn't been integrated into your development process and is completely unknown to the development team is as likely to slow down your company as speed it up. At least if you write it from scratch you learn a lot while writing it, you have deep knowledge of how it works, and your team isn't pissed off that they need to suffer through someone else's legacy software.

I've seen plenty of ground up rewrites work, but I have almost never seen legacy software moved to a completely new team successfully.

</comment></comment></comment><comment><USER20> > making our amazing designer create a Shopify site that he/she can manage > him/herself

This statement sounds like your co-founder is just getting rid of you because he realised a designer can do better than you and won't need shares of the company. You validated the market for him and he doesn't need you. This is the reason I always tell idea guys to pay me or go and learn programming themselves and implement their ideas.

</comment><comment><USER21> Every developer has a folder of projects that ended up nowhere. This will be a big folder. That's it. You lost your time... Expecting you can squeeze something out of failed project will just increase this time. Don't burn your emotions.

</comment><comment><USER22> I know this isn't what you are looking for but...

Is the stripe integration in react-native? If so, I think it would be great to open source it and publish to npm. There really isn't a good react native stripe library out there, the only one I have dealt with is tipsi-stripe[1] which is poorly documented, poorly maintained and inflexible.

If you _really_ don't want to open source it, I'd love to chat about buying it off you.

[1] [https://github.com/tipsi/tipsi-stripe](https://github.com/tipsi/tipsi- stripe)

<comment><USER23> Agreed on this, on both points, actually. Releasing it open source could be great marketing for your startup, or selling/licensing it could work out great.

</comment></comment><comment><USER24> My guess is that the code/app will not be as valuable as you hope (unless there are existing customers that you get to inherit with this transition).

Take a loss on this startup and move forward to something new.

</comment><comment><USER25> Since the overall tone here is so negative, I would like to point out that a) you can sell source code and b) some people do work on their amazing hobby projects without outside feedback and it still works out OK and c) helping people with their coding can be very rewarding personally

But where people here are correct is that in most cases, source code by itself will fetch a lower price than the customer contacts, email marketing lists, pre-qualified leads, ad designs, etc.

That said, we did sell source code at a good price a few times, but that only worked because:

1\. The company buying it had overpromised to their customers and were contractually bound to deliver, so purchasing my whacky half-finished source code was cheaper for them than paying the penalty for not delivering on time. As part of the deal, we were also hired for a month to integrate their CI into the app and ship it. After they dodged legal responsibility this way, I believe they never used the source code again, but instead hired a team to rewrite everything from scratch. So they paid us purely for the time savings.

2\. The software being sold had been featured on national TV together with a major Hollywood movie studio praising it. This started out as helping people for free and then we built without any feedback what we thought the market needed. But it was a ridiculously unbelievable stroke of lucky events that led to us sending a feature-limited version to studios and them using it and promoting it among themselves.

3\. The source code being sold was rumored to contain an algorithm doing content-based image retrieval (think Google Images search) more efficiently than the largest publicly available search engines.

4\. The source code was sold at a big loss. It would have cost 5x the price to hire a team to build it again.

It doesn't sound like you're famous yet or like you invented the next big algorithm, and you probably don't want to get paid scraps either, so your best bet if you insist on monetizing the source code would be to find the one medium to large company that urgently needs this video chat to work or else they face horrible consequences. Only then will you get a good price.

</comment><comment><USER26> Seems like you should just reach out to the startups and see if there is interest. If there are multiple interested, try selling it as a white label service. Otherwise sell it outright with a multi-month contract to help with the integration.

If there's no interest though, then any upfront work you do now will be wasted effort.

</comment><comment><USER27> Put it up on github has your portfolio. Link to it from your linked in profile. Enjoy a job with steady pay, benefits, paid vacation, and no stress.

</comment><comment><USER28> In terms of acquisition value, the codebase ranks dead last behind talent, product, engaged users, company brand, patents and just about everything else. Even very successful products are almost always rewritten when acquired by a larger company.

Depending on what your co-founder is walking away with, you may want to negotiate a better exit. If there is nothing else, then more than the code work on selling yourself to an interested company.

</comment><comment><USER29> You need an assignment of IP for the code. Otherwise the copyright and thus, ownership stays with the company or whomever wrote the actual code.

</comment><comment><USER30> Think about it this way. The person who knows the most about your code and application, is most qualified to sell it, and has the best relationships with the best fit potential customers, thinks it is worthless and wants to go in another direction.

Code is cheap. Your legacy from this startup will be experience, not code. Move on and start fresh.

<comment><USER31> +1, code is cheap, the ability to write code is expensive.

</comment></comment><comment><USER32> Code is worth nothing.

Dump it and start something new.

It's a sunk cost.

I've got vast amounts of code from previous projects. All worthless.

</comment><comment><USER33> I'd suggest contacting accelerators and other early-stage startup fund aggregators to see if any of their companies have a need, either to replace a prototype/PoC level product or are engaged in a pivot that would be sped up by acquiring your software.

</comment><comment><USER34> Depends who you know.

A bunch of Reddit employees broke off years ago and started a company called Imzy, the CEO decided to shut it down and took ownership of the source code, which he then sold to someone (I want to say techcrunch) for precisely 1 million dollars.

<comment><USER35> I read that Imzy raised $11M, so selling the IP for $1M when they shut down seems necessary to recover money for the investors. Honestly it surprises me they could even get that much for a failed company's code base. Unless you are saying the CEO personally got that cash? That sounds more noteworthy.

<comment><USER34> Yes the second thing. The CEO personally took that cash.

Source: I worked with one of the cofounders of Imzy and he spilled all the tea, that's the best I got though.

<comment><USER35> It sounds like the investors screwed up by giving away their claim on that IP.

</comment></comment></comment></comment><comment><USER36> Is it a two-sided marketplace? I am currently building one. If you're willing to adjust it to meet our requirements, let's talk!

</comment><comment><USER37> The code without the team is not interesting to any potential buyers, unless it's a work of art that any team can pick up quickly, are you included in the package? (you weren't clear about this and changes everything.).

</comment><comment><USER38> To everyone saying that code is a liability and not an asset, and that it's worthless, how do you explain that there are online marketplaces making millions by selling "code" online, such as ThemeForest, CodeCanyon, Unity Asset Store, etc.

I guess it is harder to make a platform and just sell it exclusively to a client than making a platform and offering it as a product for many other developers. In this case though, he might just be able to sell a few hundred copies of his code for like $100, which is not a lot of money, asuming the platform is fully functional.

</comment><comment><USER39> There are lots of people saying the code is probably useless and I'm among them, but you're far from it. That is a difficult, modern stack that lots of people would need help implementing. You're clearly quite skilled, and the consulting and labor markets would reward you handsomely. Use it as a sales tool to get a healthy stream of base income. There is always another startup if a job isn't for you. Your location is increasingly irrelevant. Hopefully you can apply those valuable skills to a problem you enjoy solving.

<comment><USER39> I'll add that cross-platform webRTC integration may be a strong thing to open with; it sounds unique and of value to those who would know it's even possible.

</comment></comment><comment><USER40> I don't feel qualified enough to advise. But here is what I did after folding my startup

1\. I used it as a very expensive resume. Costs me a few hundred dollars in running costs on AWS but pays back regularly by helping me win new consulting clients.

2\. Mine was a travel startup so had few reusable modules e.g. booking engines for various GDSs (Sabre, Travelport and even Expedia's API). I manage to sell these with little modifications to a few companies that were building things from scratch. After initial sale and a minimal support period, further support was charged at consulting rates.

3\. Initially I thought that I would be able to sell the whole development stack specially the user management, email verification, security, PCI compliance payment solution stack etc. But never found any takers for that part of the code. Don't really know why.

4\. I initially folded my startup because of lack of experience in sales and marketing. But I am plugging those holes in my competence and I might resurrect this startup in a couple of years from now. I am glad that I never gave up my rights to any part of the code or technology.

Not sure if any of above is relevant to your particular case except #1 which could be useful if you decide to do consulting/freelancing in future.

Edit: formatting / typo

</comment><comment><USER41> I would argue !@#$ that. You are a co-founder and as such are entitled to a % of the entire business. This includes code, property, contacts, clients, and any IP.

</comment><comment><USER42> I suspect that selling the code to another company, even a small one without too much established tech, will be pretty difficult. If you were able to find someone to buy it, at the very least I expect they'd want you to work with/for them for a while to help with integration, handoff, and support. So you'd have to be ok with that. But it certainly doesn't hurt to try to shop it around.

I'd definitely suggest that you chat with a lawyer first so you can be sure that you're protecting yourself properly, both from your old co-founder, and from any people you might show the code to.

Are you required to sell the code as a part of your separation from the company? If not, you might consider starting your own company around it, if you still believe in the product.

Ultimately, I don't think you're getting a great deal here. If you don't have a prior agreement that gives you anything more liquid, you might be out of luck (since your co-founder is winding down the company, you soon won't even have an entity to file a complaint against), but "code in lieu of cash" isn't a great payout.

</comment><comment><USER43> Gut feelings: 1) software isn't likely worth anything 2) use the experience as a resume builder 3) I'm surprised by so many people thinking this isn't a common exit at dissolving the company.

That said, maybe worth contacting these other startups. I double they'd pay for the existing source code to just launch. But, it might make you a good hire you for them.

</comment><comment><USER12> I hope you've already come to terms that you will probably see no return on the time you invested in the past two years, and that you are not simply still in the denial phase trying to squeeze something out of your efforts.

If you sell your code, the most it would probably fetch is somewhere in the low three digits, and it would probably be snapped up by someone who doesn't care about the business they just want to have a beefy open source project as part of their resume or portfolio (which is basically the smart way to get open source credibility without toiling for years to no end, think about it, 300 bucks buys two years of open source experience).

If I were you, I'd beat them to the punch and open source your project and move on with your life, let others maintain it and maybe make it into something great.

<comment><USER44> unfortunately - this is probably correct. don't fall victim to the sunk cost fallacy, as this is the most expensive way (time) to do so.

</comment></comment><comment> martin-adams If you can't find a way to a) sell the software and b) don't have the passion to use it alone, here's something you could consider.

Pull the code apart and find the interesting ways you've built it, then create training videos on how you did it and sell it as a course.

</comment><comment><USER45> > My co-founder recently decided to shut the company down, focusing on ~SIC~ > create a Shopify site that he/she can manage him/herself.

What value does your software provide over Shopify? Whatever the answer is, thats is how much your software is worth. Your partner has decided that the value add of the software isn't enough to justify the cost of you, sorry.

It sounds like it's a simple CRUD app that can be mostly replaced by shoppify focus on what sets it apart, who would want that feature and what value they would assign to that feature.

You could try whitelabeling the product and sell it as a platform and try to compete directly with shoppify, but it seems like the business people just don't see the value in your software.

</comment><comment><USER46> I think you should definitely reach out to those startups to see if they'd be interested to buy it. Maybe you could package it more as a software consultancy service where you'd customize the code to fit their needs. Since lots of startups already been using software house to bootstrap, I don't see why they wouldn't be interested in your code.

Having said that, I don't think this would be easy feat though, especially considering you've spent 2 years building it, the price might not be something affordable for early-stage startups.

</comment><comment><USER47> > To give you an idea what we are doing; an React Native app that sell and > connect a very specific type of workshops with costumers over custom WebRTC > Video chat(fork of React Native-based Jitsi Meet). What I can tell, I > haven't seen another custom Jitsi-Meet integration yet that gives the > ability customize the UI that we have.

I'm sorry I cannot give you advice for your future endeavors, but if your code ends up shelved, please consider sharing your Jitsi Meet customizations with us (I'm one of the Jitsi core devs) so we can improve the SDK.

Best of luck!

</comment><comment><USER48> Unfortunately, the only payout you will get from this situation is experience, you were sold vaporware, it might have been an interesting project for you, but for your cofounder his idea could fit into a shopify store.

> There is a bunch of new startups that has recently popped up, doing what we > initially did with a caveat.

this is also a huge red flag, if there are many companies already investing in doing the same, why would they take your codebase? best case scenario would be to get a job on the same space now that you have: experience.

</comment><comment><USER49> >I get to sell whatever we have created, code wise, and get the dough for it.

Many, if not all of whom you pitch your product for and are interested to buy it would ask you to work for them. Even if that doesn't happen, get prepared to handle lot of support calls; so factor that into the price.

>Anything I should do first, legally wise?

Invoice from your company that they are selling to you, for some token amount. Perhaps a legal binding agreement should help as well. Get advice from a proper legal counsel.

</comment><comment><USER50> I bet you had a lot of fun writing all this custom stuff. Unfortunately the value of a custom something with custom framework and custom this and that is approximately zero.

</comment><comment><USER51> You can sell the code, but it's going to take work and a bit of luck to find a qualified suitor.

Startups with the resources to purchase likely have the resources to build themselves. And the inclination.

Your best bet is to prospect for companies who might consider the IP for a secondary product that compliments their core offering. They'd likely want code + customization + a maintenance period. It could be worth it.

Send me a note if you'd like to discuss further.

</comment><comment><USER52> I think it's a hard sell, you can contact those competitors and see if there is an appetite to buy an existing product in order to get to market quickly but depending on how mature that product is I can't see there being much of an appetite.

What's your co-founder walking away with? If they're walking away with cash and your walking away with (non patented) IP then you got the short end of the stick.

</comment><comment><USER53> The code may be worthless without customers. Can you take some of the underlying infrastructure and pivot it into a different app?

As others mentioned, be sure you have clear and unhindered rights to the code and IP.

Otherwise, take your knowledge and skills and do consulting work (maybe for one of those competitors). Even if you walk away with no remuneration, you have great hands-on experience in a production environment.

</comment><comment><USER54> You can try to sell them your app, but nobody will want it. A pile of code without the people who built it is next to worthless, and even with the people who built it, a product that doesn't have 'secret sauce' isn't worth anything.

If you open source it today, and give it away completely for free, you will be lucky if one person forks or stars the repo, then never looks at it again.

</comment><comment><USER55> Set it aside for a month or two or six and allow yourself the space to gain some perspective.

You're probably too "in it" right now to make good decisions.

</comment><comment><USER56> Selling code will be hard, maybe nearly impossible. One option, especially if you see other companies popping up trying to do what you already have, is to join them.

Set up a good demo of what your code does, then approach new companies and offer to provide it to them either for a fee for service (best) or by joining them. Good luck.

</comment><comment><USER57> 1\. There are many freelancer gigs at freelancer.com and other freelancing sides where people are looking for a custom CMS. You might be able to sell your solution to them, though you might still need to customize it slightly for their needs.

2\. Open source it and add a donate link.

<comment><USER58> > Open source it and add a donate link.

I believe this is the only plausible answer.

</comment></comment><comment><USER59> Put it on CodeCanyon if you want. There's a lot of similar software there that get a lot of sales.

Also make sure you have paperwork in place that gives you right of IP. Given that the past IP was owned by your company, this is not merely a handshake and email.

</comment><comment><USER60> Another option for you is to submit it on SideProjectors to find someone who wants to buy (disclaimer : I run SideProjectors). [https://www.sideprojectors.com](https://www.sideprojectors.com)

</comment><comment><USER61> After you figure out what to do with the code and vestigial structures of your startup (lots of advice here), what are your plans?

A lot of readers are probably keen on owning a business and your reality check can maybe turn into good advice for others.

</comment><comment><USER62> > ...create a Shopify site that he/she can manage him/herself

Not trying to be snarky, but I genuinely prefer "they" and "themself" for talking about a generic other person like this. Also less keystrokes.

</comment><comment><USER63> I just can't believe I can't believe this I just signed up or because I loved it too much that's just our luck! if I had a lot of money I would invest in you guys big time!

</comment><comment><USER64> If you are shutting down the company, I would make the effort to upload all the code to GitHub or GitLab with the agreement between you and your co- founder.

It would be a pity if that code goes lost

</comment><comment><USER65> I have some interest in talking to you about what you have created. We might have a use for it. Send your contact information to email@example.com I will reply.

</comment><comment><USER66> Move on and get an agreement you can use it privately to showcase when you look for a new job. I did that exact thing and it greatly helped in interviewing.

</comment><comment><USER67> If it doesn't generate cashflow, it probably isn't worth anything. I would just forget the codebase and focus on how to create value somehow else.

</comment><comment><USER68> What's your intent? Sell the rights outright or sell it as some sort of service? Do you want to create a new persistent business out of this situation?

</comment><comment><USER69> Contact me at email@example.com would love to talk with you about what you've built and see if it would make sense to continue the work on it.

</comment><comment><USER70> Sounds like you have free rein to productize some of your IP here. Might it make sense to turn any part of what you've built into a SaaS business?

</comment><comment><USER71> Shop your code around; that you didn't find use for it doesn't mean somebody else isn't in need your code solves and could pay for it.

</comment><comment><USER57> If you can't beat em, join em.

I am not sure of the details, but if you can make a Shopify plugin which others can use you could make some money out of it.

</comment><comment><USER72> The code is the most value part. You can sell it or you go open source and find a community to extend the life of your project.

</comment><comment><USER73> Why not just use they, their, themselves?

</comment><comment><USER74> Sounds like you should contact a lawyer.

</comment><comment><USER75> Do I want to work with someone else's code? Heck no!! Sorry, I don't mean to offend you that your code might be buggy or can be written poorly, it's just because I like to build things myself, plus I am not gonna invest my time to understand someone else's code because I will be using that for a whole lot of a time.

</comment><comment> e-clinton Sounds interesting. I work at an ad agency. Is it something that brands would pay for?

</comment><comment><USER76> Hey,

I might have a potential usecase for your code. Please contact me using the email in my bio.

Thanks.

</comment><comment><USER77> I'm interested in this tech. Email's in my profile.

</comment><comment><USER78> \- Write, sign and notarize an agreement that the code is either duplicated or transferred to you.

\- Decide who gets the data: users, you, someone.

\- Sanitize servers and services by trying to overwrite data with junk values before canceling.

\- Cancel monthly services and free services.

\- If it was good, don't let the team relationship go to waste. Talk with whoever's left / worked-with previously about doing something else.

\---- Then and only then ----

\- Do "consultingish" work or solve a problem you have to find a problem worth solving.

\- Sell something good people want before you invest too much time/money/mental health building something too much.

\- Keep it real: building "your amazing idea" without a feedback loop gathering critical data from paying/potential customers is #fail.

\- Someone though will have to step-up to be the sales/buzz builder or one will need to be found (hopefully, someone you've known for some time or a friend-of-a-friend). No useless "idea guys" allowed.

\- Sales/buzz person or someone will need to be the captain of the ship ultimately in-charge of everything.

\- Iterate fast, executing based on feedback and sales numbers. Prefer the best one you can get into if you can. (YC, hihi.;)

\- Everyone at the beginning gets equal equity vested over 3-5 years. First employees should get ~1% equity, more if it's an employee-owned co-op.

\- Don't pray for funding, sales/profit cures all.

\- Raise funding only if you could definitely grow faster with more money.

\- Skip accelerators unless you need a network and/or are relatively inexperienced.

\- When you get big enough, incorporate (California or Delaware C-corp). If it's s consultancy, LLP or LLC. [https://clerky.com](https://clerky.com)

<comment><USER42> I'm a little confused because this doesn't seem to answer the question OP is asking: how to sell the code he's been left with as a part of the wind-down.

<comment><USER79> Sad to say it, but a bunch of code from a failed startup is probably nearly valueless without context. I think that motivates an answer based on extracting value from it combined with the context on it that a founder has.

<comment><USER42> Oh, agreed, but it would have been nice if the top-rated comment in the thread actually explicitly said that ;)

</comment></comment></comment></comment><comment><USER80> Richard?

<comment><USER81> Karen?

</comment></comment><comment><USER82> > Anyhow, as my payment for these past years, I get to sell whatever we have > created, code wise, and get the dough for it.

Yikes, it sounds like you are walking away here with virtually nothing.

If I were you, I would fight for ownership in whatever is next for your cofounder. If that means it is a Shopify store, that is fine, but you should get X% of revenue, profit sharing, something out of this.

The code you have now is ultimately worthless and is not a good 'payment' for the time and energy you invested into this company.

I do not think the current arrangement you have outlined is in any way fair.

<comment><USER83> As a co-founder, you accept the risk that if your company fails, you get nothing, and you might not get compensated for your time. That's just how startups work. High risk, high reward.

Therefore it's ridiculous to say OP deserves a % of revenue/profit/equity of their co-founders next venture. There's no legal or ethical basis for negotiating this.

<comment><USER84> Assuming it's an entirely separate venture, sure.

But from the OP it sounds like the cofounder might be continuing in the same line of business, but wants to "pivot" and jettison the now-dead weight of the technologist.

If this is the case it seems plausible that his contributions and R&D are still relevant, even if they're throwing out his code, and so perhaps he's entitled to whatever stake he vested over those first two years.

<comment><USER85> This makes sense to me. If it's entirely unrelated then yeah totally. But if they're doing a shopify store to sell these workshops then I think OP should get some points

</comment></comment></comment></comment><comment><USER86> The first thing you do is to figure out how much your trove of user data is worth, both to advertisers and also on the blackmarket.

I keed, I keeeed.

</comment><comment><USER87> If you contact those other startups, I'd try to get some cash upfront and a "big wheel" position with them. Get paid, dump it on them, give yourself two years to work through with them and let go emotionally and then with that cash and experience get on to the next.

</comment><comment><USER88> I'm making some assumptions here but I'm guessing you meant "Customers" not "Costumers" and also you have been putting in a bunch of work for the past two years on your project with little to no income from it or any other source.

Unless this IP or "Code" was written by someone else let it die on the vine with the rest of the company, write new code for your own project, use your experience to make improvements to the new code and start fresh, it sounds like you were using pieces of gpl code anyways.

Why would you bother taking the risk of creating a unicorn only to have your pokects picked by your "cofounder" that quit, then sues once it becomes profitable?

No matter what agreement you made, even if you get it notarized, your risking much more than if you just knuckle down and do the work again yourself.

Besides it's always easier and faster to do it a second time.</comment>


Extinction in a branching process: fittest strategies cannot guarantee survival - <AUTHOR> http://www.jsdajournal.com/content/1/1/10

<comment><USER2> I very much prefer the classic structure of a scientific article. In my experience, articles that do not adhere to the classic structure have other errors in their content.

This article has only examples in the "results" section but no results. Additionally, the section is the same as the discussion section. The conclusions do not only conclude but show further discussion.

Finally, I would have liked to see a verbal explanation or interpretation on why "strategies with high fitness can also have high probabilities of extinction".</comment>


One Drug to Shrink All Tumors - <AUTHOR> http://news.sciencemag.org/health/2012/03/one-drug-shrink-all-tumors

<comment><USER2> This article is 2 years old. This is the latest update on the research:

[http://stemcell.stanford.edu/CD47/](http://stemcell.stanford.edu/CD47/)

<comment><USER3> You would think that for compounds with such potentially far-reaching effects, there would be an expedited clinical trials program with informed consent from terminal patients, or something similar.

<comment><USER4> There is an entire mechanism for this, from consenting individuals in early stage trials to accelerated approvals. If you're curious, checkout the FDA's programs ([http://www.fda.gov/forconsumers/byaudience/forpatientadvocat...](http://www.fda.gov/forconsumers/byaudience/forpatientadvocates/speedingaccesstoimportantnewtherapies/ucm128291.htm)). This isn't everything, but it represents the interest of most players in getting these medications to patients as quickly as possible.

</comment></comment></comment><comment><USER5> Corrected Title: Very Small Chance Drug May Shrink Some Tumors, Might Know in Two or More Years

Why is reporting on medical research always so awful?

<comment><USER6> It's bad because most journalism is done by press release, especially in science where there are almost no reporters that understand the science. In this particular case, Science Magazine has competent understanding, but Irv Weissman is one of the greatest scientists of our generation, and either he or Stanford's press office is really hyping this particular avenue.

I have a ton of respect for Weissman, but I thought the claims at the time were not merited, given the evidence I saw, but then I didn't have Weissman's experiences or brilliance. Older well-respected scientists do sometimes fall into a trap of getting hypotheses wrong, as is typical in science, but having their hypotheses being accepted as proven before all the work is done

</comment></comment><comment><USER7> Someone has found a cure for cancer or AIDS every week since the web was invented.</comment>


Engagement is a four-letter word - <AUTHOR> https://www.datadriveninvestor.com/2020/02/08/engagement-is-a-four-letter-word/ <comment><USER2> "Engagement" has more letters than four. Water is often wet.

A good indicator of how to dig into what "workplace culture" you have is to check why people leave or are forced to leave due to "poor fit". Exactly how did they not fit? Now you have a few answers. Probably more realistic than actually trying to define the culture itself.

Usually "they didn't act like us" translates to "we live in a bubble with our own rules and they didn't toe the line". This can also be an indicator of a sick culture. Toeing the line isn't necessarily good or bad [1] but it could be either.

Another reason is that someone leaves because your Monday and Fridays are bad. No weekly plan/debrief? And your Weekends are intrusive: why am I receiving this email on Sunday morning[2]? Don't these people have lives outside work?

Perhaps your evenings are bad: everyone is staying back late so the boss "sees them working hard". Fake/bad workplace.

Just make those issues not happen. Congratulations! You've gotten rid of the precursors of a lot of toxic workplaces.

From the article: "Stop being a leader or a manager," Babbitt said. "Start being a mentor."

Any leader or manager that isn't also a mentor is definitely not a leader or manager. Especially a manager - you'd better be mentoring because that's the core of "getting others to do the task efficiently" which is a core requirement for management.

[1] Rules and social norms need to exist. Make sure they are good ones. And not just authoritarian mind-control games.

[2] Yes some people are on-call. Good. Likewise, "important" customer requires some answer before Monday. Yep. It happens. Great exceptions. There are many others. Those exceptions shouldn't mean everyone everywhere is "always on" and that it is "just reality". No. It's people not allocating time properly. Make sure you're available on Sundays because that is part of the assignment. Make sure its known. Not an "unwritten rule". Not an unlisted "expectation" \- make sure it s a listed aspect of the role and not a well-hidden minor clause like "some overtime as needed" which turns into "every weekend you're working". You could call that kind of expectation "on-call".

</comment><comment><AUTHOR> is it though?...</comment>


Boss inadvertantly starts tech-war in donor comments with 'Go Tim' - <AUTHOR> https://www.connorsrun.com/my-fundraising/18632/tim-stebbings-fundraising-page <comment><AUTHOR> Goal met in 10 minutes by turning it into a language war! I wonder if there's something in that, a service for charity fundraising that lets people donate to vote on their favorite X?.</comment>


"I consider these keyboards the worst products in Apple history." - <AUTHOR> https://daringfireball.net/linked/2019/03/27/strn-kyboard <comment><USER2> That is a comment I would put in frame as one of the rare comment where he use a negative adjective about Apple's products.

<comment><USER3> You will need a lot of frames then. I would reconsider saying he rarely use a negative adjective about Apple's products. Take a look at Siri and you will see that he considers it bad and a failure. [https://daringfireball.net/2016/10/mossberg_siri](https://daringfireball.net/2016/10/mossberg_siri)

You will find others if you take just a little bit of time.

<comment><USER2> I might be picky about my the "negative" but I might not take his comment as a negative for Siri just a minor flaw that might prevent the user from appreciating the benefits of it, and even inferring in the footnote that it might not be behind the competition (and even if it was, it wasn't that much behind).</comment></comment></comment>